Fusion Klassroom Edutech Limited Directors Report

To,

The Members,

Your directors have pleasure in presenting their Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31,
2025.

1. Financial summary or highlights/Performance of the Company:

The Companys financial performance for the financial year ended March 31, 2025:

(Rs. In Lakhs)

Particulars	Current Year (2025)	Previous Year (2024)
Net Sales /Income from Business Operations	1008.65	458.30
Other Income	1.93	4.09
Total Income	1010.58	462.39
Profit before Tax	310.47	37.55
Less Current Income Tax	--	--
Less Short Provision for Tax	--	--
Less Previous year adjustment of Income Tax	--	--
Less Deferred Tax	19.22	9.03
Net Profit/Loss after Tax	291.25	28.53
Earnings per share (Basic)	2154.09	210.99

2. Change in the nature of business, if any:

There has been no change in the business of the Company during the financial year
ended March 31, 2025.

3. Transfer to reserves:

The Board of Directors has not appropriated and transferred any amount to any
Reserve and the Board has decided to retain the entire amount in the Profit and Loss
account.

4. Web Link of Annual Return, If Any:

The Company has a website, i.e., http: / /www.klassroom.in , and the annual return
of the company has been published on such a website as per Section 92(3) of the
Companies Act, 2013.

5. Meetings Of Board of Directors:

14 Board Meetings were held during the Financial Year ended March 31, 2025 in
compliance with the provisions of Section 173.

The names of members of the board and their attendance at the board meetings are
as follows:

Name of Directors	Number of Meetings attended/ Total Meetings held during the F.Y. 2023-24
Mrs. Alka Javeri	14/14
Mr. Dhruv Javeri	14/14
Mr. Dhumil Javeri	14/14

6. Details in respect of fraud:

The Auditors Report doesnt contain any remark/information in relation to fraud.

7. Directors and Key Managerial Personnel

The constitution of board during the year is as follows:

S. Name No.	Designation	Date of appointment	Date of cessation & Mode of Cessation
1. Mr. DHUMIL NIKHIL JAVERI	DIRECTOR	03/11/2016	--
2. Ms. ALKA NIKHIL JAVERI	DIRECTOR	03/11/2016	--
3. Mr. DHRUV NIKHIL JAVERI	DIRECTOR	03/11/2016	--

8. Managerial Remuneration:

As the company is a Private Limited company, Section 197 is not applicable.

9. Share Capital:

During the financial year under review, the Company issued 567 Compulsory
Convertible Preference Shares other than conversion of Debentures.

10. Corporate Social Responsibility (CSR):

The Companies (Corporate social responsibility) Rules, 2014 are not applicable
to the company.

11. Declaration by an Independent Director(s) and re-appointment, if any: -

As the company is a Private Limited company, Section 149(4) is not applicable.

12. Auditors:

As per the provisions of Sections 139 and 141 of the Companies Act, 2013 and rules
made thereunder (hereinafter referred to as "The Act"), the Company is proposed to
re-appoint M/s. AVHP & Company LLP, Chartered Accountants (FRN W100671) as
Statutory Auditors of the Company, at the ensuing Annual General Meeting of the
company to hold office for a term of 5 years i.e. from the conclusion of this Annual
General Meeting (AGM) till the conclusion of Annual General Meeting to be held in
the year 2030.

Company has received certificate from the Auditors to the effect they are not
disqualified to continue as statutory auditors under the provisions of the applicable
laws.

13. Boards comment on the auditors report:

The Auditors Report does not contain any qualification. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.

14. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report:

There have been no material changes or commitments occurred between the end of

the financial year to which the financial statements relate and the date of this report
that affect the financial position of the company.

15. Details of significant and material orders passed by the regulators or courts or
tribunals:

No significant and material order has been passed by the regulators, courts, or
tribunals impacting the going concern status or the companys operations in the
future.

16. Contracts and arrangements with related parties:

All related-party transactions that were entered into during the financial year
ended March 31, 2025, were on an arms-length basis and were in the ordinary
course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attracted and hence annexure AOC-2 is not required.

There were no materially significant related party transactions made by the
company with their promoters, directors, or other related parties during the
financial year under review, that may have a potential conflict with the interests of
the company at large.

However, the disclosure of transactions with related parties for the financial year is
given in Note No. 22 to the Financial Statement as on March 31, 2025.

17. Compliance with secretarial standard:

Your Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors ("SS-1") and General Meetings ("SS-2") issued by The Institute
of Company Secretaries of India ("ICSI").

18. Particulars of Loans and Investment:

The Company has not made any investments, given guarantees, and provided
securities during the financial year under review. Therefore, there is no need to
comply with the provisions of Section 186 of the Companies Act, 2013.

19. Directors Responsibility Statement:

The Directors would like to inform the Members that the Audited Accounts for the

financial year ended March 31, 2024, are in full conformity with the requirements of
the Companies Act, 2013. The Directors Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that—

(a) In the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards, read with the requirements set out under
Schedule III to the Act, have been followed, and there are no material departures
from the same.

(b) The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company at the end of the
financial year ended March 31, 2025 and of the profit and loss of the company for
that period;

(c) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Company being unlisted, sub-clause (e) of Section 134(3) of the Companies
Act, 2013, pertaining to laying down internal financial controls, is not applicable to
the Company.

(f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

20. Deposits:

Your Company has not accepted or renewed any amount falling within the purview
of the provisions of Section 73 of the Companies Act 2013, ("The Act") and other
applicable rules thereunder during the year under review. Hence, the requirement
for furnishing details is not applicable.

21. Adequacy Of Internal Financial Controls with Reference to The Financial
Statements:

Your Company has in place adequate internal financial controls with reference to
financial statements. During the financial year, such controls were tested and no
reportable material weakness in the design or operation was observed.

22. Prevention of sexual harassment at workplace r"POSH"1:

Your Company has always believed in providing a safe and harassment-free
workplace for every individual working on its premises. The company always
endeavours to create and provide an environment that is free from discrimination
and harassment.

The policy on prevention of sexual harassment at the workplace aims to prevent
harassment of employees, whether permanent, temporary, ad hoc, consultants,
interns, or contract workers, irrespective of gender, and lays down guidelines for
identification, reporting, and prevention of undesired behaviour. The company has
duly constituted an internal complaints committee as per the said Act.

During the financial year ended March 31, 2025, there will be no complaints
recorded pertaining to sexual harassment. The following is a summary of sexual
harassment complaints received and disposed off during the year under review.

Sr. Particulars No.	Number
1. No. of complaints pending at the beginning of the Financial Year	0
2. No. of complaints received during the Financial Year	0
3. No. of complaints disposed off during the Financial Year	0
4. The number of cases pending for a period exceeding 90 days	0
5. No. of complaints pending at the end of the Financial Year	0

23. Maternity benefit compliance:

Your company was not required to comply with the Maternity Benefit Act, 1961 as
there are less than 10 employees in the company.

Acknowledgements:

Your directors place on records their appreciation of the contributions made by
employees and consultants at all levels, who, with their competence, diligence,
solidarity, co-operation, and support, have enabled the company to achieve the
desired results.

The board of directors gratefully acknowledges the assistance and cooperation
received from the central and state government departments, shareholders, and
stakeholders.

For and on behalf of the Board of Directors

Place: Mumbai

Date: 03.09.2025

 

Dhruv Javeri

Din-07638355

 

Dhumil Javeri

Din-07638197